June 5, 2003


                       SECURITIES AND EXCHANGE COMMISSION
                                   FORM U-6B-2
                           CERTIFICATE OF NOTIFICATION
                            NORTHERN UTILITIES, INC.
                                  325 WEST ROAD
                         PORTSMOUTH, NEW HAMPSHIRE 03801





Gentlemen:


This certificate is notice that the above named company has issued, renewed, or
guaranteed the security or securities as more fully described herein. The
security or securities issued, renewed, or guaranteed in this filing are exempt
from the provision of Section 6(a) of the Public Utility Holding Company Act of
1935.




                                Very truly yours,

                                Northern Utilities, Inc.

                                By:        /s/ Jeffrey W. Grossman
                                   ---------------------------------------------
                                           J. W. Grossman, Vice President




                            NORTHERN UTILITIES, INC.
                                   FORM U-6B-2
                           CERTIFICATE OF NOTIFICATION


REQUIREMENTS:

1.   TYPE OF THE SECURITY OR SECURITIES.
     Debt


2.   ISSUE, RENEWAL OR GUARANTY.
     Issue

3.   PRINCIPAL AMOUNT OF EACH SECURITY.
     $60,000,000

4.   RATE OF INTEREST PER ANNUM OF EACH SECURITY.
     4.80%

5.   DATE OF ISSUE, RENEWAL OR GUARANTY OF EACH SECURITY.
     June 2, 2003

6.   IF RENEWAL OF SECURITY, GIVE DATE OF ORIGINAL ISSUE.
     N/A

7.   DATE OF MATURITY OF EACH SECURITY. (IN CASE OF DEMAND NOTES, INDICATE "ON
     DEMAND").
     June 2, 2013

8.   NAME OF THE PERSON TO WHOM EACH SECURITY WAS ISSUED, RENEWED OR GUARANTEED.
     NiSource Finance Company

9.   COLLATERAL GIVEN WITH EACH SECURITY, IF ANY.
     None

10.  CONSIDERATION RECEIVED FOR EACH SECURITY.
     Cash

11.  APPLICATION OF PROCEEDS OF EACH SECURITY.
     To refinance a maturing 2-year note.

12.  INDICATE BY A CHECK AFTER THE APPLICABLE STATEMENT BELOW WHETHER THE ISSUE,
     RENEWAL OR GUARANTY OF EACH SECURITY WAS EXEMPT FROM THE PROVISIONS OF
     SECTION 6(a) BECAUSE OF:

     a.   The provision contained in the first sentence of Section 6(b)  / /

     b.   The provisions contained in the fourth sentence of Section 6(b)  / /

     c.   The provisions contained in any rule of the Commission other than Rule
          U-48  /X/


13.  IF THE SECURITY OR SECURITIES WERE EXEMPT FROM THE PROVISIONS OF SECTION
     6(a) BY VIRTUE OF THE FIRST SENTENCE OF SECTION 6(b), GIVE THE FIGURES
     WHICH INDICATE THAT THE SECURITY OR SECURITIES AGGREGATE (TOGETHER WITH ALL
     OTHER THAN OUTSTANDING NOTES AND DRAFTS OF A MATURITY OF NINE MONTHS OR
     LESS, EXCLUSIVE OF DAYS OF GRACE, AS TO WHICH COMPANY IS PRIMARILY OR
     SECONDARILY LIABLE) NOT MORE THAN 5 PER CENTUM OF THE PRINCIPAL AMOUNT AND
     PAR VALUE OF THE OTHER SECURITIES OF SUCH COMPANY THEN





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     OUTSTANDING. (DEMAND NOTES, REGARDLESS OF HOW LONG THEY MAY HAVE BEEN
     OUTSTANDING SHALL BE CONSIDERED AS MATURING IN NOT MORE THAN NINE MONTHS
     FOR THE PURPOSES OF THE EXEMPTION FROM SECTION 6(a) OF THE ACT GRANTED BY
     THE FIRST SENTENCE OF SECTION 6(b).
     N/A


14.  IF THE SECURITY OR SECURITIES ARE EXEMPT FROM THE PROVISIONS OF SECTION
     6(a) BECAUSE OF THE FOURTH SENTENCE OF SECTION 6(b), NAME THE SECURITY
     OUTSTANDING ON JANUARY 1, 1935, PURSUANT TO THE TERMS OF WHICH THE SECURITY
     OR SECURITIES HEREIN DESCRIBED HAVE BEEN ISSUED.
     N/A


15.  IF THE SECURITY OR SECURITIES ARE EXEMPT FROM THE PROVISIONS OF SECTION
     6(a) BECAUSE OF ANY RULE OF THE COMMISSION OTHER THAN RULE U-48 (REG.
     SECTION 250.48, PARAGRAPH 36,621) DESIGNATE THE RULE UNDER WHICH EXEMPTION
     IS CLAIMED.
     Rule 52(a)




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